EX-10.3 Amendment No. 1 Stockholders' Agreement

EX-10.3 2 d84240ex10-3.txt EX-10.3 AMENDMENT NO. 1 STOCKHOLDERS' AGREEMENT 1 EXHIBIT 10.3 AMENDMENT NO. 1 TO THE STOCKHOLDERS' AGREEMENT This Amendment No. 1 to the Stockholders' Agreement (this "AMENDMENT"), dated as of October 20, 2000 is entered into by and among Advance Paradigm, Inc., a Delaware corporation (the "COMPANY"), Rite Aid Corporation, a Delaware corporation ("RITE AID"), Joseph Littlejohn & Levy Fund III, L.P., a Delaware limited partnership ("JLL") and the other Persons named on the signature pages hereof (such Persons and JLL are collectively referred to as the "JLL STOCKHOLDERS"). The Company, Rite Aid and the JLL Stockholders are sometimes referred to in this Amendment collectively as the "PARTIES." All terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement (defined below). RECITALS WHEREAS, the Parties entered into that certain Stockholders' Agreement (the "AGREEMENT") dated as of October 2, 2000. WHEREAS, the Parties have agreed to replace in its entirety Exhibit B to the Agreement as set forth in this Amendment. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1. Amendment to Agreement. Exhibit B of the Agreement shall be deleted and replaced in its entirety with the Second Amended and Restated Certificate of Incorporation of the Company attached as Schedule 1 hereto. 2. Status of Agreement. This Amendment shall be construed in connection with, and as part of, the Agreement. The terms, conditions, covenants, representations, agreements, rights and remedies set forth in the Agreement, as modified herein, are hereby confirmed in all respects by the parties hereto and shall continue in full force and effect. 3. Applicable Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of laws rules of such state. 4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. [SIGNATURE PAGES FOLLOW] 2 IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the day and year first above written. ADVANCE PARADIGM, INC. By DANNY PHILLIPS -------------------------------------- Name: Danny Phillips Title: Executive Vice President & CFO RITE AID CORPORATION By ELLIOT S. GERSON -------------------------------------- Name: Elliot S. Gerson Title: Sr. Executive Vice President JOSEPH LITTLEJOHN & LEVY FUND III, L.P. By RAMSEY FRANK -------------------------------------- Name: Ramsey Frank Title: Sr. Managing Director AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT 3 MILLER FAMILY HOLDINGS, LLC By SHARON L. MILLER ------------------------------ Name: Sharon L. Miller Title: Managing Partner SAUL FOX ---------------------------------- Saul Fox DEXTER PAINE ---------------------------------- Dexter Paine DAVID JESSICK ---------------------------------- David Jessick JEAN-PIERRE MILLON ---------------------------------- Jean-Pierre Millon JON GROVMAN ---------------------------------- Jon Grovman CHARLES LEVY ---------------------------------- Charles Levy CHRIS YING ---------------------------------- Chris Ying JOHN MARCHETTI ---------------------------------- John Marchetti STEPHEN WISE ---------------------------------- Stephen Wise AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT 4 MICHAEL BERK ---------------------------------- Michael Berk DOMINGO J. RODRIGUEZ ---------------------------------- Domingo J. Rodriguez BRETT MILGRIM ---------------------------------- Brett Milgrim NAVIN THUKKARAM ---------------------------------- Navin Thukkaram CRAIG DOLINICK ---------------------------------- Craig Dolinick JOHN KIM ---------------------------------- John Kim MICHAEL CHANG ---------------------------------- Michael Chang AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT 5 SCHEDULE 1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION